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EX-31.2 - CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - ICON Equipment & Corporate Infrastructure Fund Fourteen, L.P.exhibit31.2.htm
EX-32.2 - CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - ICON Equipment & Corporate Infrastructure Fund Fourteen, L.P.exhibit32.2.htm
EX-32.3 - CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - ICON Equipment & Corporate Infrastructure Fund Fourteen, L.P.exhibit32.3.htm
EX-31.1 - CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - ICON Equipment & Corporate Infrastructure Fund Fourteen, L.P.exhibit31.1.htm
EXCEL - IDEA: XBRL DOCUMENT - ICON Equipment & Corporate Infrastructure Fund Fourteen, L.P.Financial_Report.xls
EX-32.1 - CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - ICON Equipment & Corporate Infrastructure Fund Fourteen, L.P.exhibit32.1.htm
EX-31.3 - CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - ICON Equipment & Corporate Infrastructure Fund Fourteen, L.P.exhibit31.3.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[x]         Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended

                                                June 30, 2014

 

or

 

[  ]         Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from

 

to

 

 

Commission File  Number: 

                                                                    000-53919

 

 

 

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware

26-3215092

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

3 Park Avenue, 36th Floor, New York, New York

10016

(Address of principal executive offices)

(Zip Code)

 

(212) 418-4700

(Registrant's telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes  

o  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes  

o  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o  

Accelerated filer o  

 

 

Non-accelerated filer  (Do not check if a smaller reporting company)                

Smaller reporting company

                                                                                 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

o Yes  

 No

 

Number of outstanding limited partnership interests of the registrant on August 4, 2014 is 258,761.

   

 

  

 


 

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.

Table of Contents

 

 

PART I - FINANCIAL INFORMATION

Page

 

 

 

Item 1. Consolidated Financial Statements

 

 

 

 

Consolidated Balance Sheets

1

 

 

 

Consolidated Statements of Operations

2

 

 

 

Consolidated Statements of Changes in Equity

3

 

 

 

Consolidated Statements of Cash Flows

4

 

 

 

Notes to Consolidated Financial Statements

5

 

 

 

Item 2. General Partner’s Discussion and Analysis of Financial Condition and Results of Operations

15

 

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

24

 

 

 

Item 4. Controls and Procedures

24

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

Item 1. Legal Proceedings

 

25

 

 

 

Item 1A. Risk Factors

 

25

 

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

25

 

 

 

Item 3. Defaults Upon Senior Securities

25

 

 

 

Item 4. Mine Safety Disclosures

25

 

 

 

Item 5. Other Information

 

25

 

 

 

Item 6. Exhibits

 

26

 

 

 

Signatures

 

27

  

 


 

Table of Contents

 PART I – FINANCIAL INFORMATION

 

Item 1.  Consolidated Financial Statements

 

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.

(A Delaware Limited Partnership)

Consolidated Balance Sheets

 

 

June 30,

 

December 31,

 

2014

 

2013

 

(unaudited)

 

 

Assets

 

 

Cash and cash equivalents

$

20,676,119

 

$

9,526,625

 

Restricted cash

 

4,557,860

 

 

10,860,964

 

Net investment in finance leases

 

130,693,451

 

 

133,799,368

 

Leased equipment at cost (less accumulated depreciation

 

 

 

 

 

 

 

of $36,038,160 and $44,364,515, respectively)

 

128,192,755

 

 

146,570,694

 

Net investment in notes receivable

 

65,458,179

 

 

89,430,862

 

Note receivable from joint venture

 

2,602,595

 

 

2,575,278

 

Investment in joint ventures

 

16,415,570

 

 

10,680,776

 

Other assets

 

4,766,828

 

 

6,833,329

Total assets

$

373,363,357

 

$

410,277,896

Liabilities and Equity

Liabilities:

 

 

 

 

 

 

Non-recourse long-term debt

$

158,095,144

 

$

185,275,365

 

Derivative financial instruments

 

6,196,117

 

 

6,281,705

 

Deferred revenue

 

2,229,494

 

 

3,253,862

 

Due to General Partner and affiliates, net

 

343,968

 

 

522,643

 

Accrued expenses and other liabilities

 

10,501,802

 

 

14,559,645

 

 

Total liabilities

 

177,366,525

 

 

209,893,220

 

Commitments and contingencies (Note 12)

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Partners' equity:

 

 

 

 

 

 

 

Limited partners

 

180,769,544

 

 

186,487,068

 

 

General Partner

 

(496,865)

 

 

(439,185)

 

 

 

Total partners' equity

 

180,272,679

 

 

186,047,883

 

Noncontrolling interests

 

15,724,153

 

 

14,336,793

 

 

 

Total equity

 

195,996,832

 

 

200,384,676

Total liabilities and equity

$

373,363,357

 

$

410,277,896

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.

                   

1


 

Table of Contents

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.

(A Delaware Limited Partnership)

Consolidated Statements of Operations

(unaudited)

  

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

2014

 

2013

 

2014

 

2013

Revenue:

 

 

 

 

 

 

 

 

Finance income

$

2,988,260

 

$

5,367,229

 

$

6,857,778

 

$

11,832,761

 

Rental income

 

5,984,439

 

 

7,211,599

 

 

13,190,111

 

 

14,423,198

 

Income from investment in joint ventures

 

480,419

 

 

385,042

 

 

874,020

 

 

595,809

 

Gain on sale of assets, net

 

2,229,898

 

 

 -  

 

 

2,229,898

 

 

 -  

 

Other income

 

5,620

 

 

82,903

 

 

20,043

 

 

130,369

 

 

Total revenue

 

11,688,636

 

 

13,046,773

 

 

23,171,850

 

 

26,982,137

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Management fees

 

981,129

 

 

462,140

 

 

1,423,677

 

 

963,045

 

Administrative expense reimbursements

 

399,353

 

 

493,359

 

 

812,310

 

 

1,111,527

 

General and administrative

 

515,037

 

 

772,555

 

 

1,209,950

 

 

1,325,796

 

Credit loss

 

78,216

 

 

18,795

 

 

873,215

 

 

18,795

 

Depreciation

 

2,613,997

 

 

3,842,487

 

 

6,456,485

 

 

7,684,975

 

Interest

 

2,232,428

 

 

2,629,131

 

 

4,771,791

 

 

5,293,171

 

Loss (gain) on derivative financial instruments

 

906,994

 

 

(1,914,721)

 

 

1,568,344

 

 

(1,991,747)

 

 

Total expenses

 

7,727,154

 

 

6,303,746

 

 

17,115,772

 

 

14,405,562

Net income

 

3,961,482

 

 

6,743,027

 

 

6,056,078

 

 

12,576,575

 

Less: net income attributable to noncontrolling interests

 

979,504

 

 

925,817

 

 

1,368,876

 

 

1,440,370

Net income attributable to Fund Fourteen

$

2,981,978

 

$

5,817,210

 

$

4,687,202

 

$

11,136,205

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Fund Fourteen allocable to:

 

 

 

 

 

 

 

 

 

 

 

 

Limited partners

$

2,952,158

 

$

5,759,038

 

$

4,640,330

 

$

11,024,843

 

General Partner

 

29,820

 

 

58,172

 

 

46,872

 

 

111,362

 

 

 

$

2,981,978

 

$

5,817,210

 

$

4,687,202

 

$

11,136,205

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of limited

 

 

 

 

 

 

 

 

 

 

 

 

partnership interests outstanding

 

258,761

 

 

258,820

 

 

258,766

 

 

258,823

Net income attributable to Fund Fourteen

 

 

 

 

 

 

 

 

 

 

 

 

per weighted average limited partnership

 

 

 

 

 

 

 

 

 

 

 

 

 

interest outstanding

$

11.41

 

$

22.25

 

$

17.93

 

$

42.60

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.

2


 

Table of Contents

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.

(A Delaware Limited Partnership)

Consolidated Statements of Changes in Equity

  

 

 

Partners' Equity

 

 

 

 

 

Limited Partnership Interests

 

Limited Partners

 

General Partner

 

Total Partners' Equity

 

Noncontrolling Interests

 

Total Equity

 Balance, December 31, 2013

258,772

 

$

186,487,068

 

$

(439,185)

 

$

186,047,883

 

$

14,336,793

 

$

200,384,676

 

 

Net income

 -  

 

 

1,688,172

 

 

17,052

 

 

1,705,224

 

 

389,372

 

 

2,094,596

 

Repurchase of limited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

partnership interests

(11)

 

 

(7,178)

 

 

 -  

 

 

(7,178)

 

 

 -  

 

 

(7,178)

 

Distributions

 -  

 

 

(5,175,446)

 

 

(52,277)

 

 

(5,227,723)

 

 

 -  

 

 

(5,227,723)

 Balance, March 31, 2014 (unaudited)

258,761

 

 

182,992,616

 

 

(474,410)

 

 

182,518,206

 

 

14,726,165

 

 

197,244,371

 

 

Net income

 -  

 

 

2,952,158

 

 

29,820

 

 

2,981,978

 

 

979,504

 

 

3,961,482

 

Distributions

 -  

 

 

(5,175,230)

 

 

(52,275)

 

 

(5,227,505)

 

 

 -  

 

 

(5,227,505)

 

Investment by noncontrolling

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

interests

 -  

 

 

 -  

 

 

 -  

 

 

 -  

 

 

18,484

 

 

18,484

 Balance, June 30, 2014 (unaudited)

258,761

 

$

180,769,544

 

$

(496,865)

 

$

180,272,679

 

$

15,724,153

 

$

195,996,832

 

See accompanying notes to consolidated financial statements.

3


 

Table of Contents

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.

(A Delaware Limited Partnership)

Consolidated Statements of Cash Flows

(unaudited)

 

 

Six Months Ended June 30,

 

2014

 

2013

Cash flows from operating activities:

 

 

 

 

Net income

$

6,056,078

 

$

12,576,575

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Finance income, net of costs and fees

 

(784,850)

 

 

(1,029,901)

 

 

 

Income from investment in joint ventures

 

(874,020)

 

 

(595,809)

 

 

 

Net gain on sale of assets

 

(2,229,898)

 

 

 -  

 

 

 

Depreciation

 

6,456,485

 

 

7,684,975

 

 

 

Credit loss

 

873,215

 

 

18,795

 

 

 

Interest expense from amortization of debt financing costs

 

383,646

 

 

439,122

 

 

 

Interest expense, other

 

210,200

 

 

199,348

 

 

 

Gain on derivative financial instruments

 

(82,397)

 

 

(3,804,093)

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Restricted cash

 

6,303,104

 

 

(2,239,058)

 

 

Other assets, net

 

1,679,661

 

 

(1,221,858)

 

 

Accrued expenses and other liabilities

 

(4,268,043)

 

 

1,122,906

 

 

Deferred revenue

 

(1,024,368)

 

 

(220,055)

 

 

Due to General Partner and affiliates

 

(178,675)

 

 

53,675

 

 

Distributions from joint ventures

 

372,939

 

 

143,775

Net cash provided by operating activities

 

12,893,077

 

 

13,128,397

Cash flows from investing activities:

 

Proceeds from sale of equipment

 

16,368,941

 

 

641,942

 

Principal received on finance leases

 

835,975

 

 

3,277,512

 

Investment in joint ventures

 

(5,353,420)

 

 

(7,913,572)

 

Distributions received from joint ventures in excess of profits

 

119,707

 

 

116,207

 

Investment in notes receivable

 

(421,889)

 

 

(5,136,783)

 

Principal received on notes receivable

 

24,331,246

 

 

2,584,433

Net cash provided by (used in) investing activities

 

35,880,560

 

 

(6,430,261)

Cash flows from financing activities:

 

 

 

 

 

 

Repayment of non-recourse long-term debt

 

(27,180,221)

 

 

(10,534,584)

 

Proceeds from revolving line of credit, recourse

 

 -  

 

 

3,000,000

 

Investment by noncontrolling interests

 

18,484

 

 

 -  

 

Distributions to noncontrolling interests

 

 -  

 

 

(94,709)

 

Distributions to partners

 

(10,455,228)

 

 

(10,457,571)

 

Repurchase of limited partnership interests

 

(7,178)

 

 

(8,639)

Net cash used in financing activities

 

(37,624,143)

 

 

(18,095,503)

Net increase (decrease) in cash and cash equivalents

 

11,149,494

 

 

(11,397,367)

Cash and cash equivalents, beginning of period

 

9,526,625

 

 

18,719,517

Cash and cash equivalents, end of period

$

20,676,119

 

$

7,322,150

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash paid for interest

$

4,650,360

 

$

5,114,559

 

 

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.

4


Table of contents 

 

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. 

(A Delaware Limited Partnership) 

Notes to Consolidated Financial Statements 

June 30, 2014 

(unaudited)  

 

(1)       Organization

 

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. (the “Partnership”) was formed on August 20, 2008 as a Delaware limited partnership. When used in these notes to consolidated financial statements, the terms “we,” “us,” “our” or similar terms refer to the Partnership and its consolidated subsidiaries. Our offering period commenced on May 18, 2009 and ended on May 18, 2011. We are currently in our operating period, which commenced on May 19, 2011.

 

We operate as an equipment leasing and finance fund in which the capital our partners invested was pooled together to make investments in business-essential equipment and corporate infrastructure (collectively, “Capital Assets”), pay fees and establish a small reserve. We primarily invest in Capital Assets, including, but not limited to, Capital Assets that are already subject to lease, Capital Assets that we purchase and lease to domestic and international businesses, loans that are secured by Capital Assets, and ownership rights to leased Capital Assets at lease expiration.

 

Our general partner is ICON GP 14, LLC, a Delaware limited liability company (the “General Partner”), which is a wholly-owned subsidiary of ICON Capital, LLC, a Delaware limited liability company formerly known as ICON Capital Corp. (“ICON Capital”). Our General Partner manages and controls our business affairs, including, but not limited to, the Capital Assets we invest in. Our General Partner has engaged ICON Capital as our investment manager (the “Investment Manager”) to, among other things, facilitate the acquisition and servicing of our investments.

 

(2)       Summary of Significant Accounting Policies

 

Basis of Presentation and Consolidation

 

Our accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission for Quarterly Reports on Form 10-Q. In the opinion of our General Partner, all adjustments, which are of a normal recurring nature, considered necessary for a fair presentation have been included.  These consolidated financial statements should be read together with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2013. The results for the interim period are not necessarily indicative of the results for the full year.

 

Credit Quality of Notes Receivable and Finance Leases and Credit Loss Reserve

 

Our Investment Manager weighs all credit decisions based on a combination of external credit ratings as well as internal credit evaluations of all borrowers. A borrower’s credit is analyzed using those credit ratings as well as the borrower’s financial statements and other financial data deemed relevant.

 

As our financing receivables, generally notes receivable and finance leases, are limited in number, our Investment Manager is able to estimate the credit loss reserve based on a detailed analysis of each financing receivable as opposed to using portfolio-based metrics. Financing receivables are analyzed quarterly and categorized as either performing or non-performing based on payment history. If a financing receivable becomes non-performing due to a borrower’s missed scheduled payments or failed financial covenants, our Investment Manager analyzes whether a credit loss reserve should be established or whether the financing receivable should be restructured. Material events would be specifically disclosed in the discussion of each financing receivable held.

 

Financing receivables are generally placed in a non-accrual status when payments are more than 90 days past due. Additionally, our Investment Manager periodically reviews the creditworthiness of companies with payments outstanding less than 90 days and based upon our Investment Manager’s judgment, these accounts may be placed in a non-accrual status.

 

5


Table of contents 

 

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. 

(A Delaware Limited Partnership) 

Notes to Consolidated Financial Statements 

June 30, 2014 

(unaudited)  

 

In accordance with the cost recovery method, payments received on non-accrual financing receivables are applied to principal if there is doubt regarding the ultimate collectability of principal. If collection of the principal of non-accrual financing receivables is not in doubt, interest income is recognized on a cash basis. Financing receivables in non-accrual status may not be restored to accrual status until all delinquent payments have been received, and we believe recovery of the remaining unpaid receivable is probable.

 

When our Investment Manager deems it is probable that we will not be able to collect all contractual principal and interest on a non-performing financing receivable, we perform an analysis to determine if a credit loss reserve is necessary. This analysis considers the estimated cash flows from the financing receivable, or the collateral value of the asset underlying the financing receivable when financing receivable repayment is collateral dependent. If it is determined that the impaired value of the non-performing financing receivable is less than the net carrying value, we will recognize a credit loss reserve or adjust the existing credit loss reserve with a corresponding charge to earnings. We then charge off a financing receivable in the period that it is deemed uncollectible by reducing the credit loss reserve and the balance of the financing receivable.

 

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), requiring revenue to be recognized in an amount that reflects the consideration expected to be received in exchange for goods and services. The adoption of ASU 2014-09 becomes effective for us on January 1, 2017, including interim periods within that reporting period. Early adoption is not permitted.  We are currently in the process of evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements.

 

(3)       Net Investment in Notes Receivable

 

Net investment in notes receivable consisted of the following:

 

 

June 30, 2014

 

December 31, 2013

 

Principal outstanding

$

69,162,799

 

$

91,113,235

 

Initial direct costs

 

4,228,691

 

 

5,713,226

 

Deferred fees

 

(1,157,498)

 

 

(1,493,000)

 

Credit loss reserve

 

(6,775,813)

 

 

(5,902,599)

 

Net investment in notes receivable

$

65,458,179

 

$

89,430,862

 

On July 26, 2011, we made a secured term loan to Western Drilling Inc. and Western Landholdings, LLC (collectively “Western Drilling”) in the amount of $9,465,000. The loan bore interest at 14% per year and was scheduled to mature on September 1, 2016. The loan was secured by, among other collateral, a first priority security interest in oil and gas drilling rigs and a mortgage on real property. Due to a change in market demand, the utilization of Western Drilling’s rigs declined, which led to Western Drilling’s failure to meet its payment obligations. As a result, the loan was placed on a non-accrual status and we recorded a credit loss of $3,412,087 during the year ended December 31, 2013 based on the estimated value of the recoverable collateral. During the six months ended June 30, 2014, we recorded an additional credit loss reserve of $873,215 based on cash proceeds of $3,811,960 received from the sale of the collateral. As of June 30, 2014, we fully reserved the remaining balance of the loan of $3,817,018. We continue to pursue all legal remedies to obtain payment.

 

On March 9, 2012, we made a term loan in the amount of $7,500,000 to Kanza Construction, Inc. The loan bore interest at 13% per year and was for a period of 60 months. The loan was secured by a first priority security interest in all of Kanza’s assets. As a result of Kanza’s unexpected financial hardship and failure to meet certain payment obligations, the loan was placed on a non-accrual status and we recorded a total credit loss reserve of approximately $2,959,000 for the shortfall of the loan balance not covered by cash proceeds from the sale of the collateral in 2013. As of June 30, 2014, we fully reserved the remaining balance of the loan of $2,958,795. We continue to pursue all legal remedies to obtain payment.

 

On January 31, 2014, INOVA Rentals Corporation (f/k/a ARAM Rentals Corporation) and INOVA Seismic Rentals Inc. (f/k/a ARAM Seismic Rentals Inc.) (collectively, the “INOVA Borrowers”) satisfied their obligation in connection with three

6


Table of contents 

 

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. 

(A Delaware Limited Partnership) 

Notes to Consolidated Financial Statements 

June 30, 2014 

(unaudited)  

 

term loans scheduled to mature on August 1, 2014 by making a prepayment of approximately $1,368,000. No material gain or loss was recorded as a result of this transaction.

 

On April 15, 2014, we sold all of our interest in two term loans with Ocean Navigation 5 Co. Ltd. and Ocean Navigation 6 Co. Ltd. (collectively, “Ocean Navigation”) scheduled to mature in July and September 2016 to Garanti Bank International, N.V. (“Garanti Bank”) for $14,400,000. As a result, we wrote off the remaining initial direct costs associated with the notes receivable of approximately $545,000 as a charge against finance income.

 

On June 6, 2014, NTS Communications, Inc. and certain of its affiliates (collectively, “NTS”) satisfied their obligations in connection with two term loans scheduled to mature on July 1, 2017 by making a prepayment of approximately $3,421,000, comprised of all outstanding principal, accrued interest and a prepayment fee of approximately $130,000. The prepayment fee was recognized as additional finance income.

 

On June 17, 2014, we and ICON Leasing Fund Twelve, LLC (“Fund Twelve”), an entity also managed by our Investment Manager, entered into a secured term loan credit facility agreement with SeaChange Projects LLC (“SeaChange”) to provide a credit facility of up to $7,000,000, of which our total commitment is $700,000. The facility will be used to partially finance SeaChange’s acquisition and conversion of a containership vessel. As of June 30, 2014, we have funded $450,000 of our total commitment. The facility bears interest at 13.25% per year and is for a period of 42 months. The facility is secured by, among other things, a first priority security interest in and earnings from the vessel and the equity interests of SeaChange.

 

During the three months ended June 30, 2014, substantially all material conditions to closing were satisfied with respect to a commitment to provide a senior secured term loan credit facility  to two affiliates of Técnicas Maritimas Avanzadas, S.A. de C.V. (collectively “TMA”) of up to $29,000,000, of which our portion is expected to be $3,625,000. On July 14, 2014, we, Fund Twelve, ICON ECI Fund Fifteen, L.P. (“Fund Fifteen”), an entity also managed by our Investment Manager, and TMA executed the credit facility agreement. The facility will be used by TMA to acquire and refinance two platform supply vessels. The loan will bear interest at the London Interbank Offered Rate (“LIBOR”) plus a margin of between 13% and 17% and will be for a period of five years. The loan will be secured by, among other things, a first priority security interest in and earnings from each of the vessels.

  

 

(4)       Net Investment in Finance Leases  

Net investment in finance leases consisted of the following:

 

June 30, 2014

 

December 31, 2013

 

Minimum rents receivable

$

169,946,920

 

$

173,278,436

 

Estimated unguaranteed residual values

 

 -  

 

 

2,217,587

 

Initial direct costs

 

1,566,831

 

 

1,877,918

 

Unearned income

 

(40,820,300)

 

 

(43,574,573)

 

Net investment in finance leases

$

130,693,451

 

$

133,799,368

 

On February 28, 2014, Global Crossing Telecommunications, Inc. (“Global Crossing”) exercised its option to purchase certain telecommunications equipment at lease expiration for approximately $1,423,000. No gain or loss was recorded as a result of the transaction.

 

On May 30, 2014, Global Crossing exercised its option to purchase certain telecommunications equipment prior to lease expiration at the purchase option price of approximately $794,000. In accordance with the terms of the lease, Global Crossing was required to pay the final monthly lease payment of approximately $144,000.

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Table of contents 

 

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. 

(A Delaware Limited Partnership) 

Notes to Consolidated Financial Statements 

June 30, 2014 

(unaudited)  

 

 

(5)       Leased Equipment at Cost

Leased equipment at cost consisted of the following:

 

 

 

 

June 30, 2014

 

December 31, 2013

 

Packaging equipment

$

6,535,061

 

$

6,535,061

 

Motor coaches

 

9,795,148

 

 

9,795,148

 

Marine - crude oil tankers

 

147,900,706

 

 

174,605,000

 

 

 

Leased equipment at cost

 

164,230,915

 

 

190,935,209

 

Less: accumulated depreciation

 

36,038,160

 

 

44,364,515

 

 

 

Leased equipment at cost, less accumulated depreciation

$

128,192,755

 

$

146,570,694

 

Depreciation expense was $2,613,997 and $3,842,487 for the three months ended June 30, 2014 and 2013, respectively. Depreciation expense was $6,456,485 and $7,684,975 for the six months ended June 30, 2014 and 2013, respectively.

 

On April 14, 2014 and May 21, 2014, upon expiration of the leases with AET Inc. Limited (“AET”), a joint venture owned 75% by us and 25% by Fund Twelve sold two aframax tanker vessels, the Eagle Otome and the Eagle Subaru, to third-party purchasers for an aggregate price of approximately $14,822,000. As a result, the joint venture recognized an aggregate gain on sale of assets of approximately $2,200,000.

 

(6)       Investment in Joint Ventures

 

On March 4, 2014, a joint venture owned 15% by us, 60% by Fund Twelve, 15% by Fund Fifteen and 10% by ICON ECI Fund Sixteen (“Fund Sixteen”), an entity also managed by our Investment Manager, purchased mining equipment from an affiliate of Blackhawk Mining, LLC (“Blackhawk”). Simultaneously, the mining equipment was leased to Blackhawk and its affiliates for four years. The aggregate purchase price for the mining equipment of approximately $25,359,000 was funded by approximately $17,859,000 in cash and $7,500,000 of non-recourse long-term debt. Our contribution to the joint venture was $2,693,395.

 

On March 21, 2014, a joint venture (“ICON Siva”) owned 12.5% by us, 12.5% by Fund Fifteen and 75% by Fund Twelve, through two indirect subsidiaries, entered into memoranda of agreement to purchase two LPG tanker vessels, the SIVA Coral and the SIVA Pearl (collectively, the “SIVA Vessels”), from Siva Global Ships Limited (“Siva Global”) for an aggregate purchase price of $41,600,000. The SIVA Coral and the SIVA Pearl were delivered on March 28, 2014 and April 8, 2014, respectively. The SIVA Vessels were bareboat chartered to an affiliate of Siva Global for a period of eight years upon the delivery of each respective vessel. The SIVA Vessels were each acquired for approximately $3,550,000 in cash, $12,400,000 of financing through a senior secured loan (the “Loan”) from DVB Group Merchant Bank (Asia) Ltd. (“DVB”) and $4,750,000 of financing through a subordinated, non-interest-bearing seller’s credit. Our contribution to ICON Siva was $1,022,225.

 

On June 12, 2014, a joint venture owned 12.5% by us, 75% by Fund Twelve and 12.5% by Fund Fifteen purchased an offshore supply vessel from Pacific Crest Pte. Ltd. (“Pacific Crest”) for $40,000,000. Simultaneously, the vessel was bareboat chartered to Pacific Crest for ten years. The vessel was acquired for approximately $12,000,000 in cash, $26,000,000 of financing through a senior secured loan from DVB and $2,000,000 of financing through a subordinated, non-interest-bearing seller’s credit. Our contribution to the joint venture was $1,617,158.

 

(7)       Non-Recourse Long-Term Debt

As of June 30, 2014 and December 31, 2013, we had non-recourse long-term debt obligations of $158,095,144 and $185,275,365, respectively. As of June 30, 2014, our non-recourse long-term debt obligations had maturity dates ranging from June 21, 2016 to March 29, 2021, and interest rates ranging from 4.983% to 12% per year, some of which are fixed after giving effect to our interest rate swap agreements.

 

We, through certain subsidiaries of our joint venture with Fund Twelve, borrowed $128,000,000 (the “Senior Debt”) in

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Table of contents 

 

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. 

(A Delaware Limited Partnership) 

Notes to Consolidated Financial Statements 

June 30, 2014 

(unaudited)  

 

connection with the acquisition of two aframax tankers and two very large crude carriers on bareboat charter to AET (collectively, the “AET Vessels”). The joint venture also borrowed $22,000,000 of subordinated non-recourse long-term debt from an unaffiliated third party (the “Sub Debt”).

 

On April 20, 2012, the joint venture with the AET Vessels was notified of an event of default on the Senior Debt.  Due to a change in the fair value of the AET Vessels, a provision in the Senior Debt loan agreement restricted our ability to utilize cash generated by the charters of the AET Vessels as of January 12, 2012 for purposes other than paying the Senior Debt. Charter payments in excess of the Senior Debt loan service were held in reserve by the Senior Debt lender until such time as the restriction was cured. Once cured, the reserves were to be released to us. While this restriction was in place, we were prevented from applying the charter proceeds to the Sub Debt. As a result of our failure to make required Sub Debt loan payments from June 2012 through June 2014, the Sub Debt lender has certain rights, including step-in rights, which allows it to collect cash generated from the charters until such time as the Sub Debt lender has received all unpaid amounts. The Sub Debt lender has reserved, but not exercised, its rights under the loan agreement.

 

On March 31, 2014, we satisfied the Senior Debt obligations in connection with the two aframax tankers by making a final payment of approximately $5,680,000. This satisfaction cured any default related to these vessels associated with the Senior Debt. On April 14, 2014 and May 21, 2014, the two aframax tankers, the Eagle Otome and the Eagle Subaru, were sold and the proceeds were used to partially pay down the outstanding principal and interest related to the Sub Debt. At June 30, 2014, $2,657,860 was included in restricted cash. 

 

We restructured the non-recourse long-term debt associated with a crude oil tanker, the Center, and the non-recourse long-term debt associated with two supramax bulk carrier vessels, the Amazing and the Fantastic, on March 19, 2014 and March 31, 2014, respectively, to amend the repayment stream and financial covenants. The interest rates and maturity dates remain the same for the loans. As of June 30, 2014, we were in compliance with all covenants related to the non-recourse long-term debt.

 

(8)       Revolving Line of Credit, Recourse

 

We entered into an agreement with California Bank & Trust (“CB&T”) for a revolving line of credit through March 31, 2015 of up to $15,000,000 (the “Facility”), which is secured by all of our assets not subject to a first priority lien. Amounts available under the Facility are subject to a borrowing base that is determined, subject to certain limitations, by the present value of the future receivables under certain loans and lease agreements in which we have a beneficial interest. At June 30, 2014, we had $5,112,310 available under the Facility pursuant to the borrowing base.

 

The interest rate for general advances under the Facility is CB&T’s prime rate.  We may elect to designate up to five advances on the outstanding principal balance of the Facility to bear interest at LIBOR plus 2.5% per year.  In all instances, borrowings under the Facility are subject to an interest rate floor of 4.0% per year. In addition, we are obligated to pay an annualized 0.5% fee on unused commitments under the Facility. At June 30, 2014, there were no obligations outstanding under the Facility and we were in compliance with all covenants related to the Facility.

 

(9)       Transactions with Related Parties  

We paid distributions to our General Partner of $52,275 and $104,552 for the three and six months ended June 30, 2014, respectively. We paid distributions to our General Partner of $52,288 and $104,576 for the three and six months ended June 30, 2013, respectively. Additionally, our General Partner’s interest in the net income attributable to us was $29,820 and $46,872 for the three and six months ended June 30, 2014, respectively. Our General Partner’s interest in the net income attributable to us was $58,172 and $111,362 for the three and six months ended June 30, 2013, respectively.

 

Fees and other expenses incurred by us to our General Partner or its affiliates were as follows:

 

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Table of contents 

 

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. 

(A Delaware Limited Partnership) 

Notes to Consolidated Financial Statements 

June 30, 2014 

(unaudited)  

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 Entity

 

 Capacity

 

 Description

 

2014

 

2013

 

2014

 

2013

 

 

ICON Capital, LLC

 

Investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Manager

 

Acquisition fees (1)

 

$

333,125

 

$

297,000

 

$

558,223

 

$

1,232,207

 

 

ICON Capital, LLC

 

Investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Manager

 

Management fees (2)

 

 

981,129

 

 

462,140

 

 

1,423,677

 

 

963,045

 

 

ICON Capital, LLC

 

Investment

 

Administrative

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Manager

 

   expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   reimbursements(2)

 

 

399,353

 

 

493,359

 

 

812,310

 

 

1,111,527

 

 

 

 

 

 

 

 

$

1,713,607

 

$

1,252,499

 

$

2,794,210

 

$

3,306,779

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Amount capitalized and amortized to operations.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2) Amount charged directly to operations.

 

 

 

 

 

 

 

 

 

 

 

 

 

At June 30, 2014, we had a net payable of $343,968 due to our General Partner and its affiliates that primarily consisted of payables due to Fund Twelve related to its noncontrolling interest in the AET Vessels and administrative expense reimbursements due to our Investment Manager. At December 31, 2013, we had a net payable of $522,643 due to our General Partner and its affiliates that primarily consisted of administrative expense reimbursements.

 

At June 30, 2014 and December 31, 2013, we had a note receivable from a joint venture of $2,602,595 and $2,575,278, respectively, and accrued interest of $29,135 and $29,938, respectively. The accrued interest is included in other assets on the consolidated balance sheets.  For the three and six months ended June 30, 2014, interest income relating to the note receivable from the joint venture of $101,565 and $201,506, respectively, was recognized and included in finance income on the consolidated statements of operations. For the three and six months ended June 30, 2013, interest income relating to the note receivable from the joint venture of $98,461 and $193,740, respectively, was recognized and included in finance income on the consolidated statements of operations.

 

(10)       Derivative Financial Instruments 

We may enter into derivative financial instruments for purposes of hedging specific financial exposures, including movements in foreign currency exchange rates and changes in interest rates on our non-recourse long-term debt. We enter into these instruments only for hedging underlying exposures. We do not hold or issue derivative financial instruments for purposes other than hedging, except for warrants, which are not hedges. Certain derivatives may not meet the established criteria to be designated as qualifying accounting hedges, even though we believe that these are effective economic hedges.

 

We recognize all derivative financial instruments as either assets or liabilities on our consolidated balance sheets and measure those instruments at fair value. Changes in the fair value of such instruments are recognized immediately in earnings unless certain criteria are met. These criteria demonstrate that the derivative is expected to be highly effective at offsetting changes in the fair value or expected cash flows of the underlying exposure at both the inception of the hedging relationship and on an ongoing basis and include an evaluation of the counterparty risk and the impact, if any, on the effectiveness of the derivative. If these criteria are met, which we must document and assess at inception and on an ongoing basis, we recognize the changes in fair value of such instruments in accumulated other comprehensive income (loss), a component of equity on the consolidated balance sheets. Changes in the fair value of the ineffective portion of all derivatives are recognized immediately in earnings.

 

U.S. GAAP and relevant International Swaps and Derivatives Association, Inc. agreements permit a reporting entity that is a party to a master netting agreement to offset fair value amounts recognized for derivative instruments that have been offset under the same master netting agreement. We elected to present the fair value of derivative contracts on a gross basis on the consolidated balance sheets.

 

Interest Rate Risk

 

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Table of contents 

 

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. 

(A Delaware Limited Partnership) 

Notes to Consolidated Financial Statements 

June 30, 2014 

(unaudited)  

 

Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements on our variable non-recourse debt. Our strategy to accomplish these objectives is to match the projected future cash flows with the underlying debt service. Each interest rate swap involves the receipt of floating-rate interest payments from a counterparty in exchange for us making fixed-rate interest payments over the life of the agreement without exchange of the underlying notional amount.

 

Counterparty Risk

 

We manage exposure to possible defaults on derivative financial instruments by monitoring the concentration of risk that we have with any individual bank and through the use of minimum credit quality standards for all counterparties. We do not require collateral or other security in relation to derivative financial instruments. Since it is our policy to enter into derivative contracts only with banks of internationally acknowledged standing and the fair value of our derivatives is in a liability position, we consider the counterparty risk to be remote.

 

As of June 30, 2014 and December 31, 2013, we had only warrants in an asset position that were not material to the consolidated financial statements; therefore, we consider the counterparty risk to be remote.

 

Credit Risk

 

Derivative contracts may contain credit-risk related contingent features that can trigger a termination event, such as maintaining specified financial ratios. In the event that we would be required to settle our obligations under the derivative contracts as of June 30, 2014 and December 31, 2013, the termination value would be $6,524,154 and $6,466,750, respectively.

 

Non-designated Derivatives

 

As of June 30, 2014 and December 31, 2013, we had three and five interest rate swaps, respectively, with DVB Bank SE that are not designated and not qualifying as cash flow hedges with an aggregate notional amount of $115,280,000 and $127,175,000, respectively. Additionally, we hold warrants that are held for purposes other than hedging. All changes in the fair value of the interest rate swaps not designated as hedges and the warrants are recorded directly in earnings, which is included in loss (gain) on derivative financial instruments.

 

The table below presents the fair value of our derivative financial instruments as well as their classification within our consolidated balance sheets as of June 30, 2014 and December 31, 2013:

 

 

 

 

Asset Derivatives

 

Liability Derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet

 

 

June 30, 2014

 

 

December 31, 2013

 

Balance Sheet

 

 

June 30, 2014

 

 

December 31, 2013

 

 

 

Location

 

Fair Value

 

Fair Value

 

Location

 

Fair Value

 

Fair Value

 

 

Derivatives not designated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

 

$

 -  

 

$

 -  

 

Derivative financial instruments

 

$

6,196,117

 

$

6,281,705

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrants

Other assets

 

$

57,334

 

$

60,525

 

 

 

$

 -  

 

$

 -  

 

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Table of contents 

 

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. 

(A Delaware Limited Partnership) 

Notes to Consolidated Financial Statements 

June 30, 2014 

(unaudited)  

 

 

Our derivative financial instruments not designated as hedging instruments generated a loss (gain) on derivative financial instruments on the consolidated statements of operations for the three months ended June 30, 2014 and 2013 of $906,994 and $(1,914,721), respectively. The loss recorded for the three months ended June 30, 2014 was comprised of losses of $900,750 relating to interest rate swap contracts and $6,244 relating to warrants. The gain recorded for the three months ended June 30, 2013 was comprised of a gain of $1,921,521 relating to interest rate swap contracts and a loss of $6,800 relating to warrants. Our derivative financial instruments not designated as hedging instruments generated a loss (gain) on derivative financial instruments on the consolidated statements of operations for the six months ended June 30, 2014 and 2013 of $1,568,344 and $(1,991,747), respectively. The loss recorded for the six months ended June 30, 2014 was comprised of losses of $1,565,153 relating to interest rate swap contracts and $3,191 relating to warrants. The gain recorded for the six months ended June 30, 2013 was comprised of gains of $1,976,102 relating to interest rate swap contracts and $15,645 relating to warrants. These amounts were recorded as a component of loss (gain) on derivative financial instruments on the consolidated statements of operations.

 

(11)      Fair Value Measurements

Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

 

 

·   Level 1:

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

 

·   Level 2:

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or

 

 

indirectly observable as of the reporting date.

 

·   Level 3:

Pricing inputs that are generally unobservable and are supported by little or no market data.

  

Financial Assets and Liabilities Measured on a Recurring Basis

 

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our Investment Manager’s assessment, on our behalf, of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.

 

The following table summarizes the valuation of our financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2014:

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrants

$

 -  

 

$

 -  

 

$

57,334

 

$

57,334

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

$

 -  

 

$

6,196,117

 

$

 -  

 

$

6,196,117

 

The following table summarizes the valuation of our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2013:

 

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrants

$

 -  

 

$

 -  

 

$

60,525

 

$

60,525

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

$

 -  

 

$

6,281,705

 

$

 -  

 

$

6,281,705

 

Our derivative financial instruments, including interest rate swaps and warrants, are valued using models based on readily observable or unobservable market parameters for all substantial terms of our derivative financial instruments and are classified within Level 2 or Level 3. In accordance with U.S. GAAP, we use market prices and pricing models for fair value

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Table of contents 

 

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. 

(A Delaware Limited Partnership) 

Notes to Consolidated Financial Statements 

June 30, 2014 

(unaudited)  

 

measurements of our derivative financial instruments.

 

Interest Rate Swaps

 

We utilize a model that incorporates common market pricing methods as well as underlying characteristics of the particular swap contract. Interest rate swaps are modeled by incorporating such inputs as the term to maturity, LIBOR swap curves, Overnight Index Swap curves and the payment rate on the fixed portion of the interest rate swap. Such inputs are classified within Level 2. Thereafter, we compare third party quotations received to our own estimate of fair value to evaluate for reasonableness. The fair value of the interest rate swaps was recorded in derivative financial instruments within the consolidated balance sheets.

 

Warrants

 

As of June 30, 2014 and December 31, 2013, our warrants were valued using the Black-Scholes-Merton option pricing model based on observable and unobservable inputs that are significant to the fair value measurement and are classified within Level 3. Unobservable inputs used in the Black-Scholes-Merton option pricing model include, but are not limited to, the expected stock price volatility and the expected period until the warrants are exercised. Increases or decreases of these inputs would result in a higher or lower fair value measurement. 

 

The fair value of the warrants was recorded in other assets within the consolidated balance sheets. The unrealized gain or loss on the change in fair value of the warrants was recorded in loss (gain) on derivative financial instruments on the consolidated statements of operations.  

 

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

 

We are required, on a nonrecurring basis, to adjust the carrying value or provide valuation allowances for certain assets using fair value measurements. The valuation of our financial assets, such as notes receivable or direct financing leases, is included below only when fair value has been measured and recorded based on the fair value of the underlying collateral. The following table summarizes the valuation of our material financial assets measured at fair value on a nonrecurring basis, of which the fair value information presented is not current but rather as of the date the impairment was recorded, and the carrying value of the asset as of June 30, 2014:

 

 

 

Credit loss for the

 

 

Carrying Value at

 

 

Fair Value at Impairment Date

 

Six Months Ended

 

 

June 30, 2014

 

Level 1

 

Level 2

 

Level 3

 

June 30, 2014

 

Net investment in note receivable

$

 -  

 

$

 -  

 

$

 -  

 

$

3,502,050

 

$

873,215

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Our collateral dependent note receivable was valued using the agreed upon sales price. The sales price was a quoted price in an inactive market, which was supported by little or no market data as of the reporting date and therefore classified as Level 3.

 

Assets and Liabilities for which Fair Value is Disclosed

 

Certain of our financial assets and liabilities, which include fixed-rate notes receivable, fixed-rate non-recourse long-term debt and other liabilities, for which fair value is required to be disclosed, were valued using inputs that are generally unobservable and are supported by little or no market data and are therefore classified within Level 3. Under U.S. GAAP, we use projected cash flows for fair value measurements of these financial assets and liabilities. Fair value information with respect to certain of our other assets and liabilities is not separately provided since (i) U.S. GAAP does not require fair value disclosures of lease arrangements and (ii) the carrying value of financial assets, other than lease-related investments, and the recorded value of recourse debt approximate fair value due to their short-term maturities and variable interest rates.

 

The estimated fair value of our fixed-rate notes receivable, fixed-rate non-recourse long-term debt and other liabilities was based on the discounted value of future cash flows related to the loans based on recent transactions of this type. Principal

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Table of contents 

 

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. 

(A Delaware Limited Partnership) 

Notes to Consolidated Financial Statements 

June 30, 2014 

(unaudited)  

 

outstanding on fixed-rate notes receivable was discounted at rates ranging between 10% and 15.5% per year. Principal outstanding on fixed-rate non-recourse long-term debt and other liabilities was discounted at rates ranging between 5.04% and 12% per year.

 

June 30, 2014

 

 

 

 

Fair Value

 

Carrying Value

 

(Level 3)

 

Principal outstanding on fixed-rate notes receivable

$

64,989,581

 

$

65,639,334

 

 

 

 

 

 

 

 

Principal outstanding on fixed-rate non-recourse long-term debt

$

42,207,186

 

$

44,702,959

 

 

 

 

 

 

 

 

Other liabilities

$

8,100,389

 

$

8,166,945

 

(12)      Commitments and Contingencies  

At the time we acquire or divest of our interest in Capital Assets, we may, under very limited circumstances, agree to indemnify the seller or buyer for specific contingent liabilities. Our General Partner believes that any liability of ours that may arise as a result of any such indemnification obligations will not have a material adverse effect on our consolidated financial condition or results of operations taken as a whole.

 

 On September 27, 2010, we, through our wholly-owned subsidiary, ICON SE, LLC (“ICON SE”), participated in a $46,000,000 facility by agreeing to make a secured term loan to SE Shipping Lines Pte. Ltd. (“SE”) for the purchase of a new-build heavy lift vessel and accompanying equipment. Although all of the material conditions to closing were satisfied, SE breached its obligations under the loan by refusing to draw down on the facility. Subsequently, ICON SE commenced an action against SE in the United Kingdom for SE’s failure to pay ICON SE the commitment fee due in accordance with the loan agreement.

 

At June 30, 2014, we had non-recourse and other debt obligations. The lender has a security interest in the majority of the assets collateralizing each non-recourse debt instrument and an assignment of the rental payments under the lease associated with the assets. If the lessee defaults on the lease, the assets could be returned to the lender in extinguishment of the non-recourse debt. At June 30, 2014 and December 31, 2013, our outstanding non-recourse long-term indebtedness was $158,095,144 and $185,275,365, respectively.

 

In connection with certain investments, we are required to maintain restricted cash balances with certain banks. At June 30, 2014 and December 31, 2013, we had restricted cash of $4,557,860 and $10,860,964, respectively.

 

(13)      Subsequent Events

 

On July 2, 2014, SAExploration, Inc., SAExploration Seismic Services (US), LLC and NES, LLC (collectively, “SAE”) satisfied its obligation related to a secured term loan scheduled to mature on November 28, 2016 by making a prepayment of approximately $4,592,000, comprised of all outstanding principal, accrued interest and a prepayment fee.

 

On July 7, 2014, Cenveo Corporation (“Cenveo”) made a partial prepayment of approximately $910,000, which includes a prepayment fee, related to a secured term loan. Simultaneously, we partially paid down our non-recourse long-term debt with NXT Capital, LLC (“NXT”) secured by our interest in the secured term loan to and collateral from Cenveo by making a payment of approximately $575,000.

 

14


Item 2.  General Partner's Discussion and Analysis of Financial Condition and Results of Operations

 

The following is a discussion of our current financial position and results of operations. This discussion should be read together with our unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2013. This discussion should also be read in conjunction with the disclosures below regarding “Forward-Looking Statements” and the “Risk Factors” set forth in Item 1A of Part II of this Quarterly Report on Form 10-Q.

 

As used in this Quarterly Report on Form 10-Q, references to “we,” “us,” “our” or similar terms include ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. and its consolidated subsidiaries.

 

Forward-Looking Statements

 

Certain statements within this Quarterly Report on Form 10-Q may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). These statements are being made pursuant to the PSLRA, with the intention of obtaining the benefits of the “safe harbor” provisions of the PSLRA, and, other than as required by law, we assume no obligation to update or supplement such statements. Forward-looking statements are those that do not relate solely to historical fact. They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. You can identify these statements by the use of words such as “may,” “would,” “could,” “anticipate,” “believe,” “estimate,” “expect,” “continue,” “further,” “plan,” “seek,” “intend,” “predict” or “project” and variations of these words or comparable words or phrases of similar meaning. These forward-looking statements reflect our current beliefs and expectations with respect to future events.  They are based on assumptions and are subject to risks and uncertainties and other factors outside of our control that may cause actual results to differ materially from those projected. We undertake no obligation to update publicly or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

 

Overview

 

We operate as an equipment leasing and finance fund in which the capital our partners invested was pooled together to make investments in Capital Assets, pay fees and establish a small reserve. During our offering period from May 18, 2009 to May 18, 2011, we raised total equity of $257,646,987. Our operating period commenced on May 19, 2011. We invested a substantial portion of the proceeds from the sale of our limited partnership interests (“Interests”) in Capital Assets. After these proceeds were invested, additional investments have been and will continue to be made with the cash generated from our initial investments to the extent that cash is not used for our expenses, reserves and distributions to limited partners. The investment in additional Capital Assets in this manner is called “reinvestment.” We anticipate investing and reinvesting in Capital Assets from time to time during our five-year operating period, which may be extended at our General Partner’s discretion, for up to an additional three years. After the operating period, we will then sell our assets and/or let our investments mature in the ordinary course of business during our liquidation period.

 

Our General Partner manages and controls our business affairs, including, but not limited to, our investments in Capital Assets, under the terms of our limited partnership agreement. Our Investment Manager, an affiliate of our General Partner, originates and services our investments.  

 

Recent Significant Transactions

 

We engaged in the following significant transactions since December 31, 2013:

 

           Telecommunications Equipment

 

On February 28, 2014, Global Crossing exercised its option to purchase certain telecommunications equipment at lease expiration for approximately $1,423,000. No gain or loss was recorded as a result of this transaction.

 

On May 30, 2014, Global Crossing exercised its option to purchase certain telecommunications equipment prior to lease expiration at the purchase option price of approximately $794,000. In accordance with the terms of the lease, Global Crossing was required to pay the final monthly lease payment of approximately $144,000.

15


 

Notes Receivable

 

On July 26, 2011, we made a secured term loan to Western Drilling in the amount of $9,465,000. The loan bore interest at 14% per year and was scheduled to mature on September 1, 2016. The loan was secured by, among other collateral, a first priority security interest in oil and gas drilling rigs and a mortgage on real property. Due to a change in market demand, the utilization of Western Drilling’s rigs declined, which led to Western Drilling’s failure to meet its payment obligations. As a result, the loan was placed on a non-accrual status and we recorded a credit loss of $3,412,087 during the year ended December 31, 2013 based on the estimated value of the recoverable collateral. During the six months ended June 30, 2014, we recorded an additional credit loss reserve of $873,215 based on cash proceeds of $3,811,960 received from the sale of the collateral. As of June 30, 2014, we fully reserved the remaining balance of the loan of $3,817,018. We continue to pursue all legal remedies to obtain payment.

 

On January 31, 2014, the INOVA Borrowers satisfied their obligation in connection with three term loans scheduled to mature on August 1, 2014 by making a prepayment of approximately $1,368,000. No material gain or loss was recorded as a result of this transaction. 

 

On April 15, 2014, we sold all of our interest in two term loans with Ocean Navigation scheduled to mature in July and September 2016 to Garanti Bank for $14,400,000. As a result, we wrote off the remaining initial direct costs associated with the notes receivable of approximately $545,000 as a charge against finance income.

 

On June 6, 2014, NTS satisfied their obligations in connection with two term loans scheduled to mature on July 1, 2017 by making a prepayment of approximately $3,421,000, comprised of all outstanding principal, accrued interest and a prepayment fee of approximately $130,000. The prepayment fee was recognized as additional finance income.

 

On June 17, 2014, we and Fund Twelve entered into a secured term loan credit facility agreement with SeaChange to provide a credit facility of up to $7,000,000, of which our total commitment is $700,000.  The facility will be used to partially finance SeaChange’s acquisition and conversion of a containership vessel. As of June 30, 2014, we have funded $450,000 of our total commitment. The facility bears interest at 13.25% per year and is for a period of 42 months. The facility is secured by, among other things, a first priority security interest in and earnings from the vessel and the equity interests of SeaChange.

 

During the three months ended June 30, 2014, substantially all material conditions to closing were satisfied with respect to a commitment to provide a senior secured term loan credit facility to TMA of up to $29,000,000, of which our portion is expected to be $3,625,000. On July 14, 2014, we, Fund Twelve, Fund Fifteen and TMA executed the credit facility agreement. The facility will be used by TMA to acquire and refinance two platform supply vessels. The loan will bear interest at LIBOR plus a margin of between 13% and 17% and will be for a period of five years. The loan will be secured by, among other things, a first priority security interest in and earnings from each of the vessels. We expect to fund our commitment under the facility during the three months ending September 30, 2014.

 

Marine Vessels

 

On March 21, 2014, ICON Siva, through two indirect subsidiaries, entered into memoranda of agreement to purchase the SIVA Vessels from Siva Global for an aggregate purchase price of $41,600,000. The SIVA Coral and the SIVA Pearl were delivered on March 28, 2014 and April 8, 2014, respectively. The SIVA Vessels were bareboat chartered to an affiliate of Siva Global for a period of eight years upon the delivery of each respective vessel. The SIVA Vessels were each acquired for approximately $3,550,000 in cash, $12,400,000 of financing through the Loan from DVB and $4,750,000 of financing through a subordinated, non-interest-bearing seller’s credit. Our contribution to ICON Siva was $1,022,225.

 

On April 14, 2014 and May 21, 2014, upon expiration of the leases with AET, a joint venture owned 75% by us and 25% by Fund Twelve sold the Eagle Otome and the Eagle Subaru to third-party purchasers for an aggregate price of approximately $14,822,000. As a result, the joint venture recognized an aggregate gain on sale of assets of approximately $2,200,000.

 

On June 12, 2014, a joint venture owned 12.5% by us, 75% by Fund Twelve and 12.5% by Fund Fifteen purchased an offshore supply vessel from Pacific Crest for $40,000,000. Simultaneously, the vessel was bareboat chartered to Pacific Crest for ten years. The vessel was acquired for approximately $12,000,000 in cash, $26,000,000 of financing through a senior secured loan from DVB and $2,000,000 of financing through a subordinated, non-interest-bearing seller’s credit. Our contribution to the joint venture was $1,617,158.

16


 

Mining Equipment

 

On March 4, 2014, a joint venture owned 15% by us, 60% by Fund Twelve, 15% by Fund Fifteen and 10% by Fund Sixteen purchased mining equipment from an affiliate of Blackhawk. Simultaneously, the mining equipment was leased to Blackhawk and its affiliates for four years. The aggregate purchase price for the mining equipment of approximately $25,359,000 was funded by approximately $17,859,000 in cash and $7,500,000 of non-recourse long-term debt. Our contribution to the joint venture was $2,693,395.

 

Acquisition Fees

 

We incurred acquisition fees to our Investment Manager of $333,125 and $558,223 during the three and six months ended June 30, 2014, respectively.

 

            Subsequent Events

 

On July 2, 2014, SAE satisfied its obligation related to a secured term loan scheduled to mature on November 28, 2016 by making a prepayment of approximately $4,592,000, comprised of all outstanding principal, accrued interest and a prepayment fee.

 

On July 7, 2014, Cenveo made a partial prepayment of approximately $910,000, which includes a prepayment fee, related to a secured term loan. Simultaneously, we partially paid down our non-recourse long-term debt with NXT secured by our interest in the secured term loan to and collateral from Cenveo by making a payment of approximately $575,000.

 

Recent Accounting Pronouncements

 

In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers, which will become effective for us on January 1, 2017. We are currently in the process of evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements. We do not believe any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our consolidated financial statements.

 

Results of Operations for the Three Months Ended June 30, 2014 (the “2014 Quarter”) and 2013 (the “2013 Quarter”)

 

The following percentages are only as of a stated period and are not expected to be comparable in future periods. Further, these percentages are only representative of the percentage of the carrying value of such assets, finance income or rental income as of each stated period, and as such are not indicative of the concentration of any asset type or customer by the amount of equity invested or our investment portfolio as a whole.

 

Financing Transactions

 

The following tables set forth the types of assets securing the financing transactions in our portfolio:

17


 

 

 

June 30, 2014

 

December 31, 2013

 

Asset Type

 

Net Carrying Value

 

Percentage of Total Net Carrying Value

 

Net Carrying Value

 

Percentage of Total Net Carrying Value

 

Marine - crude oil tankers

 

$

68,006,344

 

 

35%

 

$

82,973,187

 

 

37%

 

Marine - dry bulk vessels

 

 

62,687,107

 

 

32%

 

 

62,759,869

 

 

28%

 

Petrochemical facility

 

 

29,142,180

 

 

15%

 

 

27,600,946

 

 

12%

 

Manufacturing equipment

 

 

10,027,010

 

 

5%

 

 

10,104,252

 

 

5%

 

Printing equipment

 

 

8,180,160

 

 

4%

 

 

8,909,250

 

 

4%

 

Trailers

 

 

6,739,603

 

 

3%

 

 

7,097,207

 

 

3%

 

Aircraft parts

 

 

4,919,468

 

 

2%

 

 

5,063,617

 

 

2%

 

Analog seismic system equipment

 

 

4,144,044

 

 

2%

 

 

5,650,423

 

 

3%

 

Oil field services equipment

 

 

1,848,714

 

 

1%

 

 

1,865,907

 

 

1%

 

Marine - container vessel

 

 

457,000

 

 

1%

 

 

 -  

 

 

-

 

Land drilling rigs

 

 

 -  

 

 

-

 

 

4,685,175

 

 

2%

 

Telecommunications equipment

 

 

 -  

 

 

-

 

 

6,520,397

 

 

3%

 

 

 

$

196,151,630

 

 

100%

 

$

223,230,230

 

 

100%

 

The net carrying value of our financing transactions includes the balances of our net investment in notes receivable and our net investment in finance leases, which are included in our consolidated balance sheets.

 

During the 2014 Quarter and the 2013 Quarter, certain customers generated significant portions (defined as 10% or more) of our total finance income as follows:

 

 

 

 

 

 

Percentage of Total Finance Income

 

Customer

 

Asset Type

 

2014 Quarter

 

2013 Quarter

 

Geden Holdings Ltd.

 

Marine - dry bulk vessels and

 

 

 

 

 

 

 

   crude oil tankers

 

39%

 

41%

 

Jurong Aromatics Corporation Pte. Ltd.

 

Petrochemical facility

 

28%

 

13%

 

Superior Tube Company, Inc.

 

Manufacturing equipment

 

10%

 

6%

 

 

 

 

 

 

77%

 

60%

 

 

 

 

 

 

 

 

 

Interest income from our net investment in notes receivable and finance income from our net investment in finance leases are included in finance income in our consolidated statements of operations.

 

Operating Lease Transactions

 

The following tables set forth the types of equipment subject to operating leases in our portfolio:  

 

 

 

 

June 30, 2014

 

December 31, 2013

 

Asset Type

 

Net Carrying Value

 

Percentage of Total Net Carrying Value

 

Net Carrying Value

 

Percentage of Total Net Carrying Value

 

Marine - crude oil tankers

 

$

119,259,726

 

 

93%

 

$

136,804,707

 

 

93%

 

Motor coaches

 

 

5,396,695

 

 

4%

 

 

5,918,821

 

 

4%

 

Packaging equipment

 

 

3,536,334

 

 

3%

 

 

3,847,166

 

 

3%

 

 

 

$

128,192,755

 

 

100%

 

$

146,570,694

 

 

100%

 

The net carrying value of our operating lease transactions includes the balance of our leased equipment at cost, which is included in our consolidated balance sheets.

 

During the 2014 Quarter and the 2013 Quarter, one customer generated a significant portion (defined as 10% or more) of our total rental income as follows:

 

18


 

Percentage of Total Rental Income

 

Customer

 

Asset Type

 

2014 Quarter

 

2013 Quarter

 

AET Inc. Limited

 

Marine - crude oil tankers

 

 

87%

 

 

89%

 

 

 

 

 

 

 

 

 

 

Rental income from our operating leases is included in rental income in the consolidated statements of operations.

 

Revenue for the 2014 Quarter and the 2013 Quarter is summarized as follows:

 

 

 

 

Three Months Ended June 30,

 

 

 

 

 

2014

 

2013

 

Change

 

Finance income

$

2,988,260

 

$

5,367,229

 

$

(2,378,969)

 

Rental income

 

5,984,439

 

 

7,211,599

 

 

(1,227,160)

 

Income from investment in joint ventures

 

480,419

 

 

385,042

 

 

95,377

 

Gain on sale of assets, net

 

2,229,898

 

 

 -  

 

 

2,229,898

 

Other income

 

5,620

 

 

82,903

 

 

(77,283)

 

 

Total revenue

$

11,688,636

 

$

13,046,773

 

$

(1,358,137)

 

Total revenue for the 2014 Quarter decreased $1,358,137, or 10.4%, as compared to the 2013 Quarter. The decrease in finance income was the result of three vessels subject to bareboat charters with subsidiaries of Geden Holdings Ltd. (“Geden”) being placed on a non-accrual status and the satisfaction of several notes receivable during and subsequent to the 2013 Quarter. The decrease in rental income was the result of the expiration of two operating leases subsequent to the 2013 Quarter. These decreases were partially offset by a gain on sale of assets related to the sale of the Eagle Otome and the Eagle Subaru during the 2014 Quarter.

 

Expenses for the 2014 Quarter and the 2013 Quarter are summarized as follows:

 

 

Three Months Ended June 30,

 

 

 

 

2014

 

2013

 

Change

 

Management fees

$

981,129

 

$

462,140

 

$

518,989

 

Administrative expense reimbursements

 

399,353

 

 

493,359

 

 

(94,006)

 

General and administrative

 

515,037

 

 

772,555

 

 

(257,518)

 

Credit loss

 

78,216

 

 

18,795

 

 

59,421

 

Depreciation

 

2,613,997

 

 

3,842,487

 

 

(1,228,490)

 

Interest

 

2,232,428

 

 

2,629,131

 

 

(396,703)

 

Loss (gain) on derivative financial instruments

 

906,994

 

 

(1,914,721)

 

 

2,821,715

 

 

 Total expenses

$

7,727,154

 

$

6,303,746

 

$

1,423,408

                     

 

Total expenses for the 2014 Quarter increased $1,423,408, or 22.6%, as compared to the 2013 Quarter. The change from a gain during the 2013 Quarter to a loss during the 2014 Quarter on derivative financial instruments was due to unfavorable movements in interest rates on our non-designated interest rate swaps. The increase in management fees was due to new investments made during and subsequent to the 2013 Quarter and prepayments of loans during the 2014 Quarter. These increases were partially offset by a decrease in depreciation expense due to the Eagle Otome and the Eagle Subaru being classified as assets held for sale as of March 31, 2014 and subsequently sold in the 2014 Quarter. The decrease in interest expense was a result of repayments on our non-recourse long-term debt. The decrease in general and administrative expenses was due to lower legal fees incurred during the 2014 Quarter related to Western Drilling.

 

Net Income Attributable to Noncontrolling Interests

 

Net income attributable to noncontrolling interests increased $53,687, from $925,817 in the 2013 Quarter to $979,504 in the 2014 Quarter. The increase was primarily due to higher income generated by our joint venture investment in AET due to (i) lower depreciation expense as a result of the sale of the Eagle Otome and the Eagle Subaru in the 2014 Quarter and (ii) a reduction of interest expense as a result of the repayment of our non-recourse long-term debt related to such vessels in March 2014. In addition, there was an increase in income generated by our joint venture investment in Jurong Aromatics Corporation Pte. Ltd. (“JAC”).

 

19


Net Income Attributable to Fund Fourteen

 

As a result of the foregoing factors, net income attributable to us for the 2014 Quarter and the 2013 Quarter was $2,981,978 and $5,817,210, respectively. Net income attributable to us per weighted average additional Interest outstanding for the 2014 Quarter and the 2013 Quarter was $11.41 and $22.25, respectively.

 

Results of Operations for the Six Months Ended June 30, 2014 (the “2014 Period”) and 2013 (the “2013 Period”)

The following percentages are only as of a stated period and are not expected to be comparable in future periods. Further, these percentages are only representative of the percentage of finance income or rental income as of each stated period, and as such are not indicative of the concentration of any asset type or customer by the amount of equity invested or our investment portfolio as a whole.

 

Financing Transactions

During the 2014 Period and the 2013 Period, certain customers generated significant portions (defined as 10% or more) of our total finance income as follows:

 

Percentage of Total Finance Income

 

Customer

 

Asset Type

 

2014 Period

 

2013 Period

 

Geden Holdings Ltd.

 

Marine - dry bulk vessels and

 

 

 

 

 

 

 

   crude oil tankers

 

34%

 

47%

 

Jurong Aromatics Corporation Pte. Ltd.

 

Petrochemical facility

 

24%

 

12%

 

 

 

 

 

58%

 

59%

 

Interest income from our net investment in notes receivable and finance income from our net investment in finance leases are included in finance income in our consolidated statements of operations.  

 

 Operating Lease Transactions

 

During the 2014 Period and the 2013 Period, one customer generated a significant portion (defined as 10% or more) of our total rental income as follows:

 

 

 

 

Percentage of Total Rental Income

 

Customer

 

Asset Type

 

2014 Period

 

2013 Period

 

AET Inc. Limited

 

Marine - crude oil tankers

 

 

88%

 

 

89%

 

 

 

 

 

 

 

 

 

 

Rental income from our operating leases is included in rental income in the consolidated statements of operations.

 

Revenue for the 2014 Period and the 2013 Period is summarized as follows:

 

 

 

 

Six Months Ended June 30,

 

 

 

 

 

2014

 

2013

 

Change

 

Finance income

$

6,857,778

 

$

11,832,761

 

$

(4,974,983)

 

Rental income

 

13,190,111

 

 

14,423,198

 

 

(1,233,087)

 

Income from investment in joint ventures

 

874,020

 

 

595,809

 

 

278,211

 

Gain on sale of assets, net

 

2,229,898

 

 

 -  

 

 

2,229,898

 

Other income

 

20,043

 

 

130,369

 

 

(110,326)

 

 

Total revenue

$

23,171,850

 

$

26,982,137

 

$

(3,810,287)

 

Total revenue for the 2014 Period decreased $3,810,287, or 14.1%, as compared to the 2013 Period. The decrease in finance income was a result of three vessels subject to bareboat charters with subsidiaries of Geden being placed on a non-accrual status and the satisfaction of several notes receivable during and subsequent to the 2013 Period. The decrease in rental income was the result of the expiration of two operating leases subsequent to the 2013 Period. These decreases were partially offset by a gain on sale of assets related to the sale of the Eagle Otome and the Eagle Subaru during the 2014 Period.

 

20


Expenses for the 2014 Period and the 2013 Period are summarized as follows:

 

 

 

 

Six Months Ended June 30,

 

 

 

 

2014

 

2013

 

Change

 

Management fees

$

1,423,677

 

$

963,045

 

$

460,632

 

Administrative expense reimbursements

 

812,310

 

 

1,111,527

 

 

(299,217)

 

General and administrative

 

1,209,950

 

 

1,325,796

 

 

(115,846)

 

Credit loss

 

873,215

 

 

18,795

 

 

854,420

 

Depreciation

 

6,456,485

 

 

7,684,975

 

 

(1,228,490)

 

Interest

 

4,771,791

 

 

5,293,171

 

 

(521,380)

 

Loss (gain) on derivative financial instruments

 

1,568,344

 

 

(1,991,747)

 

 

3,560,091

 

 

Total expenses

$

17,115,772

 

$

14,405,562

 

$

2,710,210

 

Total expenses for the 2014 Period increased $2,710,210, or 18.8%, as compared to the 2013 Period. The change from a gain during the 2013 Period to a loss during the 2014 Period on derivative financial instruments was due to unfavorable movements in interest rates on our non-designated interest rate swaps. The increase in credit loss was due to a credit loss recorded for Western Drilling during the 2014 Period, with no comparable credit loss recorded in the 2013 Period. The increase in management fees was due to new investments made during and subsequent to the 2013 Period and prepayments of loans during the 2014 Period. These increases were partially offset by a decrease in depreciation expense due to the Eagle Otome and the Eagle Subaru being classified as assets held for sale as of March 31, 2014 and subsequently sold in the 2014 Period. The decrease in interest expense was a result of repayments on our non-recourse long-term debt. The decrease in administrative expense reimbursements was due to lower costs incurred on our behalf by our Investment Manager.

 

Net Income Attributable to Noncontrolling Interests

 

Net income attributable to noncontrolling interests decreased $71,494, from $1,440,370 in the 2013 Period to $1,368,876 in the 2014 Period. The decrease was primarily due to lower income generated by our joint venture investment in AET due to an unfavorable change in fair value of the related non-designated interest rate swaps, partially offset by (i) a gain on the sale of the Eagle Otome and the Eagle Subaru, (ii) lower depreciation expense as a result of the sale of such vessels and (iii) a reduction of interest expense as a result of the repayment of our non-recourse long-term debt related to such vessels in the 2014 Period. Lower income generated by our investment in AET was also partially offset by an increase in income generated by our joint venture investment in JAC.

 

Net Income Attributable to Fund Fourteen

 

As a result of the foregoing factors, net income attributable to us for the 2014 Period and the 2013 Period was $4,687,202 and $11,136,205, respectively. The net income attributable to us per weighted average additional Interest outstanding for the 2014 Period and the 2013 Period was $17.93 and $42.60, respectively.

 

Financial Condition

 

This section discusses the major balance sheet variances at June 30, 2014 compared to December 31, 2013.

 

Total Assets 

Total assets decreased $36,914,539, from $410,277,896 at December 31, 2013 to $373,363,357 at June 30, 2014. The decrease was primarily due to (i) repayments on our non-recourse long-term debt, (ii) distributions paid to our partners and (iii) depreciation of our leased equipment at cost. This decrease was partially offset by operating income for the 2014 Period.

 

Total Liabilities 

Total liabilities decreased $32,526,695, from $209,893,220 at December 31, 2013 to $177,366,525 at June 30, 2014. The decrease was primarily due to repayments on our non-recourse long-term debt and the payment of accrued interest during the 2014 Period.

 

Equity 

Equity decreased $4,387,844, from $200,384,676 at December 31, 2013 to $195,996,832 at June 30, 2014. The decrease

21


was primarily the result of distributions paid to our partners, partially offset by our net income in the 2014 Period.

 

Liquidity and Capital Resources

 

Summary

 

At June 30, 2014 and December 31, 2013, we had cash and cash equivalents of $20,676,119 and $9,526,625, respectively.  Pursuant to the terms of our offering, we have established a cash reserve in the amount of 0.50% of the gross offering proceeds from the sale of our Interests. As of June 30, 2014, the cash reserve was $1,288,235. During our operating period, our main source of cash is typically from operating activities and our main use of cash is in investing and financing activities. Our liquidity will vary in the future, increasing to the extent cash flows from investments and proceeds from the sale of our investments exceed expenses and decreasing as we make new investments, pay distributions to our partners and to the extent that expenses exceed cash flows from operations and proceeds from the sale of our investments.

 

We believe that cash generated from the expected results of our operations will be sufficient to finance our liquidity requirements for the foreseeable future, including distributions to our partners, general and administrative expenses, new investment opportunities, management fees and administrative expense reimbursements. At June 30, 2014, we had $5,112,310 available under a revolving line of credit pursuant to the borrowing base, which is available to fund our short-term liquidity needs. For additional information, see Note 8 to our consolidated financial statements.

 

Our ability to generate cash in the future is subject to general economic, financial, competitive, regulatory and other factors that affect us and our lessees’ and borrowers’ businesses that are beyond our control.

 

We have used the net proceeds of the offering and cash from operations to invest in Capital Assets located in North America, Europe and other developed markets, including those in Asia and elsewhere. We have sought and continue to seek to acquire a portfolio of Capital Assets that is comprised of transactions that (a) provide current cash flow in the form of payments of principal and/or interest (in the case of secured loans) and rental payments (in the case of leases), (b) generate deferred cash flow from realizing the value of Capital Assets or interests therein at the maturity of the investment or exercise of an option to purchase Capital Assets, or (c) provide a combination of both.

 

Cash Flows

 

Operating Activities

 

Cash provided by operating activities decreased $235,320, from $13,128,397 in the 2013 Period to $12,893,077 in the 2014 Period. The decrease was primarily due to (i) a decrease in finance income as a result of the satisfaction of several notes receivable and the termination of certain leases subsequent to the 2013 Period and (ii) the payment of approximately $4,059,000 in the 2014 Period for accrued interest as a result of certain defaults being cured on our non-recourse long-term debt. These decreases were partially offset by the release of restricted cash in the 2014 Period upon certain defaults being cured on our non-recourse long-term debt. 

 

Investing Activities

 

Cash flows from investing activities increased $42,310,821, from a use of cash of $6,430,261 in the 2013 Period to a source of cash of $35,880,560 in the 2014 Period. The increase primarily resulted from (i) an increase in principal received on our notes receivable due to scheduled payments and prepayments, (ii) an increase in proceeds from the sale of equipment and (iii) the use of less cash to make investments during the 2014 Period as compared to the 2013 Period.

 

Financing Activities

 

Cash used in financing activities increased $19,528,640, from $18,095,503 in the 2013 Period to $37,624,143 in the 2014 Period. The increase was primarily due to an increase in repayments on our non-recourse long-term debt during the 2014 Period.

 

Non-Recourse Long-Term Debt

 

We had non-recourse long-term debt obligations at June 30, 2014 and December 31, 2013 of $158,095,144 and $185,275,365, respectively. Most of our non-recourse long-term debt obligations consist of notes payable in which the lender

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has a security interest in the underlying assets. If the lessee were to default on the underlying lease, resulting in our default on the non-recourse long-term debt, the assets could be returned to the lender in extinguishment of that debt.

 

On March 31, 2014, we satisfied the Senior Debt obligations in connection with the Eagle Otome and the Eagle Subaru by making a final payment of approximately $5,680,000. This satisfaction cured any default related to these vessels associated with the Senior Debt. On April 14, 2014 and May 21, 2014, the Eagle Otome and the Eagle Subaru were sold and the proceeds were used to partially pay down the outstanding principal and interest related to the Sub Debt.

 

We restructured the non-recourse long-term debt associated with a crude oil tanker, the Center, and the non-recourse long-term debt associated with two supramax bulk carrier vessels, the Amazing and the Fantastic, on March 19, 2014 and March 31, 2014, respectively, to amend the repayment stream and financial covenants. The interest rates and maturity dates remain the same for the loans. As of June 30, 2014, we were in compliance with all covenants related to the non-recourse long-term debt.

 

Distributions

 

We, at our General Partner’s discretion, pay monthly distributions to each of our limited partners beginning with the first month after each such limited partner’s admission and expect to continue to pay such distributions until the termination of our operating period.  We paid distributions of $104,552, $10,350,676 and $0 to our General Partner, limited partners and noncontrolling interests, respectively, during the 2014 Period.

 

Commitments and Contingencies and Off-Balance Sheet Transactions

 

Commitments and Contingencies

 

At the time we acquire or divest of an interest in Capital Assets, we may, under very limited circumstances, agree to indemnify the seller or buyer for specific contingent liabilities. Our General Partner believes that any liability of ours that may arise as a result of any such indemnification obligations will not have a material adverse effect on our consolidated financial condition or results of operations taken as a whole.

 

On September 27, 2010, we, through ICON SE, participated in a $46,000,000 facility by agreeing to make a secured term loan to SE for the purchase of a new-build heavy lift vessel and accompanying equipment. Although all of the material conditions to closing were satisfied, SE breached its obligations under the loan by refusing to draw down on the facility. Subsequently, ICON SE commenced an action against SE in the United Kingdom for SE’s failure to pay ICON SE the commitment fee due in accordance with the loan agreement.

 

At June 30, 2014, we had non-recourse and other debt obligations. The lender has a security interest in the majority of the assets collateralizing each non-recourse debt instrument and an assignment of the rental payments under the lease associated with the assets. If the lessee defaults on the lease, the assets could be returned to the lender in extinguishment of the non-recourse debt. At June 30, 2014, our outstanding non-recourse long-term indebtedness was $158,095,144.

 

In connection with certain investments, we are required to maintain restricted cash balances with certain banks. At June 30, 2014 and December 31, 2013, we had restricted cash of $4,557,860 and $10,860,964, respectively. 

 

Off-Balance Sheet Transactions

 

None.  

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

There are no material changes to the disclosures related to this item since the filing of our Annual Report on Form 10-K for the year ended December 31, 2013.

 

Item 4. Controls and Procedures

 

Evaluation of disclosure controls and procedures

In connection with the preparation of this Quarterly Report on Form 10-Q for the three months ended June 30, 2014, our General Partner carried out an evaluation, under the supervision and with the participation of the management of our General Partner, including its Co-Chief Executive Officers and the Principal Financial and Accounting Officer, of the effectiveness of the design and operation of our General Partner’s disclosure controls and procedures as of the end of the period covered by this report pursuant to the Securities Exchange Act of 1934, as amended. Based on the foregoing evaluation, the Co-Chief Executive Officers and the Principal Financial and Accounting Officer concluded that our General Partner’s disclosure controls and procedures were effective.

 

In designing and evaluating our General Partner’s disclosure controls and procedures, our General Partner recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.  Our General Partner’s disclosure controls and procedures have been designed to meet reasonable assurance standards. Disclosure controls and procedures cannot detect or prevent all error and fraud. Some inherent limitations in disclosure controls and procedures include costs of implementation, faulty decision-making, simple error and mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all anticipated and unanticipated future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with established policies or procedures.  

 

Evaluation of internal control over financial reporting

There have been no changes in our internal control over financial reporting during the three months ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

  

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings  

In the ordinary course of conducting our business, we may be subject to certain claims, suits, and complaints filed against us.  In our General Partner’s opinion, the outcome of such matters, if any, will not have a material impact on our consolidated financial position or results of operations. We are not aware of any material legal proceedings that are currently pending against us or against any of our assets.  

 

Item 1A. Risk Factors

 

There have been no material changes from the risk factors disclosed in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2013.

 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

 

We did not sell or repurchase any Interests during the three months ended June 30, 2014.

 

Item 3. Defaults Upon Senior Securities

                    Not applicable.

 

Item 4. Mine Safety Disclosures

                    Not applicable.

 

Item 5. Other Information

                    Not applicable.

 

  

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Item 6. Exhibits

 

3.1

 

Certificate of Limited Partnership of Registrant (Incorporated by reference to Exhibit 3.1 to Registrant’s Registration Statement on Form S-1 filed with the SEC on October 3, 2008 (File No. 333-153849)).

 

 

 

4.1

 

Limited Partnership Agreement of Registrant (Incorporated by reference to Exhibit A to Registrant’s Prospectus filed with the SEC on May 18, 2009 (File No. 333-153849)).

 

 

 

10.1

 

Investment Management Agreement, by and between ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. and ICON Capital Corp., dated as of May 18, 2009 (Incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, filed August 13, 2009).

 

 

 

10.2

 

Commercial Loan Agreement, by and between California Bank & Trust and ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P., dated as of May 10, 2011 (Incorporated by reference to Exhibit 10.8 to Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, filed on May 16, 2011).

 

 

 

10.3

 

Loan Modification Agreement, dated as of March 31, 2013, by and between California Bank & Trust and ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P. (Incorporated by reference to Exhibit 10.3 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, filed March 26, 2013).

 

 

 

31.1

 

Rule 13a-14(a)/15d-14(a) Certification of Co-Chief Executive Officer.

 

 

 

31.2

 

Rule 13a-14(a)/15d-14(a) Certification of Co-Chief Executive Officer.

 

 

 

31.3

 

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial and Accounting Officer.

 

 

 

32.1

 

Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.2

 

Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.3

 

Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101.INS*

 

XBRL Instance Document.

 

 

 

101.SCH*

 

XBRL Taxonomy Extension Schema Document.

 

 

 

101.CAL*

 

XBRL Taxonomy Extension Calculation Linkbase Document.

 

 

 

101.DEF*

 

XBRL Taxonomy Extension Definition Linkbase Document.

 

 

 

101.LAB*

 

XBRL Taxonomy Extension Labels Linkbase Document.

 

 

 

101.PRE*

 

XBRL Taxonomy Extension Presentation Linkbase Document.

 

 

 

 

XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 

 

  

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P.

(Registrant)

 

By: ICON GP 14, LLC

      (General Partner of the Registrant)

 

August 8, 2014

 

By: /s/ Michael A. Reisner

Michael A. Reisner

Co-Chief Executive Officer and Co-President

(Co-Principal Executive Officer)

 

 

By: /s/ Mark Gatto

Mark Gatto

Co-Chief Executive Officer and Co-President

(Co-Principal Executive Officer)

 

 

By: /s/ Nicholas A. Sinigaglia

Nicholas A. Sinigaglia

Managing Director

(Principal Financial and Accounting Officer)

 

 

 

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